Corona Marketplace End User License Agreement

Last Updated: 02 April 2018

1. BACKGROUND

1.1.

This Corona Marketplace Store End User License Agreement (hereinafter referred to as the “CM-EULA” or “Agreement”) is a nonexclusive, legally binding end user license agreement between any individual or a single entity (“End User”) that acquires an Asset from the Corona Marketplace and the third party provider of that Asset (the “Provider”) which has distributed that Asset via the Store. Where Corona Labs Inc. (“Corona Labs”) provides its own Assets via the Store, then Corona Labs shall be the Provider. Where reference in this Agreement is made to either Corona Labs or Provider the term “Licensor” is used.

1.2.

By installing, copying, accessing, downloading or otherwise using the Assets, End User agrees to be bound the provisions of this CM-EULA.

1.3.

This CM-EULA governs the terms of the License granted to the End User over any Asset acquired by the End User from the Marketplace (e.g. by downloading it, incorporating it into a piece of software, or taking any other similar step). All such Assets are licensed to End User, not sold or otherwise acquired.

1.4.

End User hereby acknowledges that, where it acquires from the Marketplace an Asset distributed by Provider (as opposed to Corona Labs) then Provider shall be considered the Licensor of such Asset and, consequently, only Provider (as opposed to Corona Labs) shall be responsible for any liability whatsoever under, any CM-EULA or for any breach of this Agreement, including (without limitation) liability for infringement of any intellectual property rights.

It is hereby agreed:

2. DEFINITIONS

For the purposes of this Agreement the following definitions shall apply (unless the context otherwise requires):

2.1.

“Application” means electronic games, apps, programs, and interactive media as developed and distributed by End User.

2.2.

“CM-EULA” means this Corona Marketplace End User License Agreement.

2.3.

"Asset" or “Assets” shall mean:

(i) software designed in order to facilitate the development of electronic applications, including games; or

(ii) content (for example – without limitation – computer graphics, including 3D computer graphics, sounds and music), tutorials and other digital materials created in order to become integrated parts of electronic applications, games and interactive media in accordance with the Corona Marketplace Submission Guidelines in force at any time, and distributed via the Corona Marketplace.

2.4.

"Brand Features" means any trade name, trademark, service mark, logo, domain name, and other distinctive brand feature of each Party, respectively, as owned (or licensed) by such Party from time to time.

2.5.

“End User” means any person, company or other legal entity that will acquire Licenses to Assets via the Corona Marketplace.

2.6.

“Corona SDK” means the product collection of Corona Software Development Kit (also referred to as “SDK”) including but not limited to Corona Enterprise, Corona Cards, and/or any supplementary software in source code, object or binary form provided by or made available to you by Corona Labs Inc. or its authorized agents.

2.7.

"Payment Processor(s)" Any party authorized by Corona Labs to provide payment processing for payments from End Users to Corona Labs or payments made from Corona Labs to Providers for Assets distributed via the Corona Marketplace, the Corona Marketplace website, operated by Corona Labs, where Providers and Corona Labs can distribute Assets directly to End Users.

2.8.

"Provider" means any person, company or other legal entity who is registered and approved by Corona Labs to distribute Assets in accordance with the terms of this Agreement.

2.9.

“Services Integration” means a technology services that provides a communication protocol between the Corona SDK and a provided service (such as cloud storage, analytics, advertising, and other services enabling game development, game performance, game engagement or game services).

2.10.

“Other Services” means technology and work for hire services including but not limited to Cloud, Testing, Engineering, Development, Platform or Support services.

2.11.

“License” means to one of the following types of licenses granted by the Licensor:

(i)“Perpetual License” is a license which is ongoing for the lifetime of this CM-EULA and is granted by Assets which are either free to acquire or only requires a one time payment to use across it’s lifetime.

(ii)“Subscription License” is a license with the lifetime as defined by it’s subscription period and is granted by Assets that specify it’s subscription terms.

3. END USER RIGHTS AND OBLIGATIONS

3.1.

End User may use the licensed Assets only for the purpose of creating applications and video games and in other multimedia projects. End User may not resell licensed Assets as standalone Assets without the permission of Provider.

3.2.

Licensor grants to the End User a non-exclusive, worldwide License for the specified lifetime of the License to the Asset to integrate Assets only as incorporated and embedded components of an Application. Except for Services Integrations, End Users may modify Assets unless explicitly informed otherwise. End User may otherwise not reproduce, distribute, sublicense, rent, lease or lend the Assets. It is emphasized that the End User shall not be entitled to distribute or transfer in any way (including, without, limitation by way of sublicense) the Assets in any other way than as integrated components of an Application. Without limitation of the foregoing it is emphasized that End User shall not be entitled to share the costs related to purchasing an Asset and then let any third party that has contributed to such purchase use such Asset (forum pooling).

3.3.

End User is granted a License to install and use Assets, and to use Services Integrations and Other Services, subject to the usage restrictions described by the Provider in the Store description.

4. PAYMENTS AND PRICES

4.1.

Perpetual Licenses are acquired by either using Assets that are listed “Free” on the Corona Marketplace or the one time non-subscription purchase on the Corona Marketplace.

4.2.

Subscription Licenses are acquired by paying Assets’ specified period subscription fees. Subscription Licenses will automatically expire at the end of their specified period unless the subscription is renewed before expiration. Subscription Licenses may be automatically renewed and be paid for for it’s then-current list price at the end of the subscription period if specified by the End User. Automatic subscription renewal may be canceled at any time on the Corona Marketplace.

4.3.

End User shall pay for the License to use the Assets, Services Integrations and Other Services in accordance with the payment process provided in the Asset Store. End User shall provide customary billing and tax information such as name, billing address and credit card information. End User agrees to pay for all purchases and hereby authorizes the collection of such amounts including applicable taxes by charging the credit card provided, either directly by Corona Labs or indirectly, via a third party Payment Processor. If End User is directed to a third party Payment Processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s privacy policy. End User warrants that it shall review such third party’s terms and conditions and privacy policy before using the services. All sales are final and there shall be no refunds except as required by law or as set out as in the terms of this Agreement.

4.4.

End User explicitly agrees to immediate download or usage of purchased assets and acknowledges that they will lose their right to withdraw from a purchase once the download of an Asset, or use of a Services Integration or Other Service has started.

4.5.

Refunds. All sales on the Corona Marketplace are final, and there shall be no refunds granted except as per law or upon permission of the Provider within 30 days of the purchase date.

4.6.

Special Refund Requirements

4.6.1

End User may request a refund from the Provider within thirty (30) days of purchase only if it has technical or other issues with the product, or if it has not commenced a download or usage of the purchased asset. If the Provider fails to respond to the End User’s request to resolve the issue within two (2) weeks, the End User may escalate the issue to Corona Labs and Corona Labs may, at its discretion, issue a refund to the End User on the Provider’s behalf if the issue appears valid and the Asset sold is not functional or as advertised.

4.6.2

In the event that a End User is granted a refund for a purchased Asset and/or receives a refund, all license rights granted herein terminate and the End User will be instructed to immediately destroy any and all copies contained on any type of media under the control or possession of the End User, and/or to follow any such terms as provided for in the CMEULA.

4.7.

Licensors may change the price for subscriptions from time to time and price changes will be communicated in advance by email. Price changes for subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, the new price is accepted by continuing to use the Assets after the price change takes effect. If the End User does not agree with the price changes, End User has the right to reject the change by canceling, if applicable, their automatic subscription renewal prior to the price change going into effect.

5. OPEN SOURCE

5.1.

End User acknowledges that some components of Assets (whether developed by Corona Labs or third parties) may also be governed by applicable open source software licenses. In the event of a conflict between this CM-EULA and any such open source licenses, the open source software license shall prevail with respect to those components.

5.2.

End User agrees that it shall read and be bound by the terms of any applicable open source software license and that it shall be liable for any breach by it of such licenses.

5.3.

End User agrees that, in the event that any breach by it of an applicable open source software license causes loss or damage to Corona Labs or Provider, then Corona Labs or Provider shall be entitled to recover any such loss or damage directly from End User.

6. LICENSOR’S RIGHTS AND OBLIGATIONS

6.1.

Licensor shall render support services to End User only in the event a special agreement to this effect has been entered into.

6.2.

Licensor shall undertake reasonable endeavors to ensure compatibility of Assets, Services Integrations and Other Services with the latest version of the Corona SDK.

7. TERMINATION

7.1.

Without prejudice to any other rights, Licensor may terminate this CM-EULA if End User fails to comply with the terms and conditions of this CM-EULA.

7.2.

In the event that an Asset’s subscription expires, then this CM-EULA shall terminate for such Asset.

7.3.

End User may terminate END USER’s License at any time, subject to compliance with the clauses in this Section

7.3.

In the event that Corona Labs at its discretion or as a result of a decision made by any competent court or authority makes a refund to End User of the fees paid for any Asset, then this CM-EULA shall terminate for such Asset.

7.4.

In the event of termination of this CM-EULA, all license rights granted herein terminate and End User shall immediately destroy any and all copies of the Assets contained on any type of media under the control of End User.

7.5.

Upon termination, all of the legal rights, obligations and liabilities that End User and Corona Labs have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely or which would by their nature be expected to survive termination shall be unaffected by this cessation.

7.6.

Upon termination, End User agrees that the Licensor shall have no liability or responsibility to the End User and Corona Labs will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.

8. DUPLICATION RIGHTS/BACK UP COPY

8.1.

End User may not make copies of the Assets, except and only to the extent that such activity is expressly permitted under mandatory statutory applicable law. In addition Licensor acknowledges that copies of the Assets may be made when the Assets have been integrated as parts of electronic games and interactive media, subject always to Section 3.3 above.

8.2.

After installation of one copy of the Asset pursuant to this CM-EULA, End User may keep the original copy of the Asset solely for back up or archival purposes.

8.3.

Except for Services Integrations and Other Services, End User may modify Assets unless explicitly advised otherwise (including without limitation, by the terms of an open source software license, or a supplementary EULA). End User shall not reverse engineer, decompile, or disassemble Services Integrations and Other Services, except and only to the extent that such activity is expressly permitted under mandatory statutory applicable law.

9. TRADEMARKS

9.1.

This CM-EULA does not grant End User any rights in connection with any trademarks or service marks of Corona Labs, Provider or any Licensor's other suppliers.

10. UPGRADES AND SUPPORT

10.1.

10.2.

Licensor may at its own discretion from time-to-time provide upgrades of the Asset to End User without requesting further payment. Irrespective hereof End User is only entitled to licenses to upgrades if End User remains a party to this CM-EULA. End User may use the upgraded Assets only in accordance with the terms of this CM-EULA.

10.3.

End User is only entitled to support if End User has entered into a support agreement with Licensor.

11. COPYRIGHT

11.1.

The Assets are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

11.2.

All title and intellectual property rights in and to the Assets (including but not limited to any software, images, photographs, animations, graphics, 3D graphics, video, audio, music, text, tutorials, and “applets” incorporated into the Assets), or subsisting in Integrations Services or Other Services, or the accompanying printed materials, and any copies of the Assets are owned by Licensor. All rights not expressly granted are reserved by Licensor.

12. DISCLAIMER OF WARRANTIES

12.1.

END USER UNDERSTANDS AND ACCEPTS THAT PRIOR TO PLACING ANY ASSET ON THE CORONA MARKETPLACE, CORONA LABS DOES NOT UNDERTAKE ANY LEGAL OBLIGATION TO MONITOR, PRE-SCREEN, REVIEW, FLAG, FILTER, MODIFY, REFUSE OR REMOVE ANY ASSET OR ITS CONTENT FROM THE CORONA MARKETPLACE. CONSEQUENTLY, END USER EXPRESSLY UNDERSTANDS AND AGREES THAT ITS USE OF THE ASSETS IS AT END USER'S SOLE RISK AND THAT THE ASSETS, INTEGRATIONS SERVICES AND OTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, LICENSOR, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO END USER THAT:

(A) END USER'S USE OF THE ASSETS WILL MEET END USER'S REQUIREMENTS, (B) END USER'S USE OF THE ASSETS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY END USER AS A RESULT OF END USER'S USE OF THE ASSETS WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO END USER AS PART OF THE ASSETS WILL BE CORRECTED.

12.2.

END USER'S USE OF ANY ASSETS, INTEGRATIONS SERVICE OR OTHER SERVICE IS AT END USER'S OWN DISCRETION AND RISK AND END USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO END USER'S COMPUTER SYSTEM, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

12.3.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES TERMS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT, WITH RESPECT TO ANY ASSETS.

12.4.

NONE OF THE ASSETS, INTEGRATION SERVICES OR OTHER SERVICES ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE ASSETS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

13. LIMITATION OF LIABILITY

13.1.

LICENSOR AND ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES TOTAL LIABILITY TO END USER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO LICENSOR BY END USER IN THE PAST SIX MONTHS FOR THE ASSETS OR SERVICES RELATING TO THE DISPUTE. IN NO EVENT WILL LICENSOR OR ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES SHALL BE LIABLE TO END USER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE MARKETPLACE OR ANY ASSETS OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED FROM THE CORONA MARKETPLACE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13.2.

END USER EXPRESSLY UNDERSTAND AND AGREE THAT LICENSOR, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO END USER FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY END USER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY RELIANCE PLACED BY END USER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN END USER AND LICENSOR OR ANY, DEVELOPER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS IN THE ASSETS OR SERVICES OR ON THE CORONA MARKETPLACE;

(I) ANY RELIANCE PLACED BY END USER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN END USER AND LICENSOR OR ANY, DEVELOPER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS IN THE ASSETS OR SERVICES OR ON THE CORONA MARKETPLACE;

(II) ANY CHANGES WHICH LICENSOR MAY MAKE TO THE ASSETS OR ON THE CORONA MARKETPLACE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE CORONA MARKETPLACE OR THE ASSETS (OR ANY FEATURES WITHIN THE ASSETS);

(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH END USER'S USE OF THE ASSETS OR SERVICES;

(IV) END USER'S FAILURE TO PROVIDE CORONA LABS WITH ACCURATE ACCOUNT INFORMATION; AND

13.3.

NOTHING IN THE TERMS EXCLUDES THE LIABILITY FOR LICENSOR, ITS SUBSIDIARIES OR AFFILIATES FOR: (I) DEATH AND PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED BY APPLICABLE LAW.

14. EXPORT RESTRICTIONS

14.1.

Assets available on the Corona Marketplace may be subject to laws, administrative regulations and executive orders of those authorities responsible according to any applicable laws relating to the control of imports and exports of the Assets (“Export Laws”). You agree to comply with all applicable Export Laws and you shall not export or re-export directly or indirectly (including via remote access) any part of the Assets to any country to which a license is required under the Export Laws without first obtaining a license.

15. GENERAL LEGAL TERMS AND APPLICATION

15.1.

LAW AND JURISDICTION This License is governed by the laws of the State of California excluding its conflicts of law principles and the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising from, or related to, any term of this License shall be subject to exclusively submit to the personal jurisdiction of and state or federal court located in Orange County, California.

15.2.

This Agreement constitutes the whole legal agreement between End User and Licensor and governs End User's use of the Corona Marketplace, and completely replaces any prior agreements between End User and Corona Labs in relation to the Corona Marketplace.

15.3.

End User agrees that if Corona Labs or Licensor do not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Corona Labs or Licensor have the benefit of under any applicable law), this will not be taken to be a formal waiver of Corona Labs or Licensor's rights and that those rights or remedies will still be available to Corona Labs or Licensor.

15.4.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

15.5.

End User acknowledges and agrees that each member of the group of companies to which Corona Labs belongs shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them.

15.6.

The rights granted in this Agreement may not be assigned or transferred by End User without the prior written approval of Corona Labs and End User shall not be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of Corona Labs. The rights granted in this Agreement may be assigned or transferred by Corona Labs without End User’s prior approval. In addition Corona Labs shall be permitted to delegate its responsibilities or obligations under this Agreement without End User’s approval.

15.7.

No delay or failure by either party in enforcing its respective rights will prejudice or restrict the rigñts of the party, and no waiver of any such rights, or of any breach of any contractual terms, will be deemed to be a waiver of any other right or of any later breach.

15.8.

Any notice given by you under this agreement must be in writing to Corona Labs Inc. at the address listed under “Legal address” below. Corona Labs may give notice to you at either the email address or postal address you provided when registering with Corona Labs. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

15.9.

The obligations in Sections 1, 2, 7.4, 7.5, 7.6, 9, 11, 12, 13 ,14, and 15 will survive any expiration or termination of this Agreement.